1. Acceptance of Terms
By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, you must not use the Platform.
2. Eligibility
You must be at least 18 years old and have the legal capacity to enter into contracts to use this Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements.
3. Investment Risks
Investing in securities offered through the Platform involves significant risk, including the risk of loss of your entire investment. You should:
- Only invest amounts you can afford to lose entirely
- Understand that there is no guarantee of returns
- Recognize that securities purchased may be illiquid and difficult to sell
- Acknowledge that past performance is not indicative of future results
- Be aware that you may not receive dividends or distributions
4. Regulation Crowdfunding
Investments made through the Platform are conducted pursuant to Regulation Crowdfunding (Reg CF) under the Securities Act of 1933. You acknowledge and understand that:
- Investment limits apply based on your income and net worth
- Securities purchased are subject to a 12-month holding period
- You must verify your identity and financial information
- The SEC has not reviewed the offerings for accuracy or completeness
5. User Account and Responsibilities
You agree to:
- Provide accurate, current, and complete information
- Maintain the security of your account credentials
- Notify us immediately of any unauthorized access
- Accept responsibility for all activities under your account
- Not share your account with others
- Not use automated systems to access the Platform
6. Prohibited Activities
You may not:
- Violate any applicable laws or regulations
- Engage in fraudulent or deceptive practices
- Manipulate or attempt to manipulate any offerings
- Interfere with the Platform's operation
- Use the Platform for money laundering or illegal purposes
- Impersonate any person or entity
- Collect user data without authorization
7. Investment Process
When making an investment through the Platform, you acknowledge that:
- You have reviewed all offering materials and Form C
- You understand the terms of the securities being offered
- You have had the opportunity to ask questions
- Your investment is binding once submitted
- You have the right to cancel within 48 hours (Reg CF cancellation period)
- Cancellation must be done through the Platform
8. Fees and Charges
You agree to pay all applicable fees, including:
- Platform fees as disclosed in the offering materials
- Any payment processing fees
- Wire transfer or ACH fees as applicable
All fees are non-refundable except as required by law or these Terms.
9. Intellectual Property
All content on the Platform, including text, graphics, logos, images, and software, is the property of the Company or its licensors and is protected by intellectual property laws. You may not:
- Copy, modify, or distribute Platform content without permission
- Use the Company's trademarks or branding without authorization
- Create derivative works based on Platform content
- Reverse engineer any Platform software
10. Privacy and Data Protection
Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Platform, you consent to our collection and use of your data as described in the Privacy Policy.
We may share your information with:
- Issuers in which you invest
- Regulatory authorities as required by law
- Service providers who assist in Platform operations
- Law enforcement when necessary
11. Communications
By using the Platform, you consent to receive electronic communications from us, including:
- Investment updates and notifications
- Platform announcements and changes
- Marketing communications (you may opt out)
- Regulatory notices and disclosures
- Tax documents and forms
12. Disclaimers and Warranties
The platform is provided "as is" and "as available" without warranties of any kind, either express or implied.
We do not warrant that:
- The Platform will be uninterrupted or error-free
- Defects will be corrected
- The Platform is free of viruses or harmful components
- The information provided is accurate or complete
- Investment offerings will be successful
13. Limitation of Liability
To the maximum extent permitted by law, we shall not be liable for:
- Any indirect, incidental, special, or consequential damages
- Loss of profits, revenue, or data
- Investment losses or poor investment performance
- Unauthorized access to your account
- Third-party content or conduct
Our total liability shall not exceed the fees you paid to us in the 12 months preceding the claim.
14. Indemnification
You agree to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from:
- Your use of the Platform
- Your violation of these Terms
- Your violation of any laws or regulations
- Your investment decisions
- Your content or conduct
15. Dispute Resolution and Arbitration
Any dispute arising from these Terms or your use of the Platform shall be resolved through binding arbitration, except that either party may seek injunctive relief in court.
You agree to:
- Arbitrate disputes on an individual basis (no class actions)
- Follow the American Arbitration Association rules
- Pay your share of arbitration costs
- Waive your right to a jury trial
16. Termination
We may suspend or terminate your account at any time for:
- Violation of these Terms
- Fraudulent or illegal activity
- Non-payment of fees
- Extended inactivity
- Any reason at our discretion
Upon termination:
- Your right to use the Platform ceases immediately
- You remain liable for obligations incurred before termination
- We may retain your data as required by law
- Existing investments remain valid
17. Modifications to Terms
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Platform. Your continued use of the Platform after changes constitutes acceptance of the modified Terms.
Material changes will be communicated via:
- Email notification
- Platform notification
- Prominent notice on the Platform
18. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. You consent to the exclusive jurisdiction of courts in Delaware for any disputes not subject to arbitration.
19. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
20. Entire Agreement
These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and the Company regarding use of the Platform.
21. Contact Information
For questions about these Terms, please contact us at:
Known Distance Holdings
Email: legal@knowndistance.com
Address: [Company Address]
Phone: [Company Phone]
22. Acknowledgment
By accepting these Terms, you acknowledge that:
- You have read and understand these Terms in their entirety
- You have had the opportunity to seek legal advice
- You agree to be bound by all provisions
- You understand the risks of investing through the Platform
- You are legally authorized to accept these Terms